Exhibit 4.1


 


Execution Version


 


CROWDFUNDER, INC.


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”)
is entered into as of July 20, 2008, by and between CrowdFunder, Inc., a Colorado
corporation (the “Company”),
and Gubb, Inc., a California corporation (“Shareholder”),


 


RECITALS


 


A.            The Company
issued 920,000 shares of the Company’s common stock (the “Shares”) to
Shareholder as consideration for the purchase and sale of certain assets of
Shareholder pursuant to that Asset Purchase Agreement, dated as of the date
hereof (the “Purchase
Agreement”).


 


B.            The closing
under the Purchase Agreement is conditioned upon the execution and delivery of
this Agreement by the Company and the Shareholder.


 


NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.             DEFINITIONS.
Unless otherwise defined herein, as used in this
Agreement the following terms shall have the following respective meanings:


 


(a)      “Common Stock” means
common stock of the Company.


 


(b)      “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


(c)      “Initial Offering” means
the Company’s first firm commitment underwritten public offering of its Common
Stock registered and declared effective under the Securities Act.


 


(d)      “Person” means any
individual, firm, company, corporation, unincorporated association,
partnership, limited liability company, trust, syndicate, estate, joint venture
or other entity, and shall include any successor (by merger or otherwise) of
such entity.


 


(e)      “Register,” “Registered,” and “Registration” refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the applicable rules and
regulations thereunder, and the declaration or ordering of effectiveness of
such registration statement or document.


 





















 


(f)       “Registration Expenses” means
all expenses incurred by the Company in complying with Section 2.1 hereof,
including, without limitation, for each registration, all registration and
filing fees (exclusive of Selling Expenses), printing expenses, fees and
disbursements of counsel for the Company, blue sky fees and expenses, NASD
fees, fees to list the Shares on securities exchanges and quotation systems and
the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the
Company which shall be paid in any event by the Company).


 


(g)      “Rule 144” means Rule 144
of the rules and regulations promulgated under the Securities Act or any
similar or analogous rule promulgated under the Securities Act.


 


(h)      “SEC” means the
Securities and Exchange Commission.


 


(i)       “Securities Act” means
the Securities Act of 1933, as amended.


 


(j)       “Selling Expenses” means
all underwriting discounts, selling commissions and fees, and disbursements of
counsel for the Shareholder applicable to the sale.


 


(k)     “Shares” means the shares of
Common Stock held by the Shareholder and its permitted assigns.


 


(l)       “Special Registration Statement” means (i) a
registration statement relating to any employee benefit plan, (ii) with
respect to any corporate reorganization or transaction under Rule 145 of
the Securities Act, including any registration statements related to the
issuance or resale of securities issued in such a transaction, (iii) a
registration related to stock issued upon conversion of debt securities or (iv) any
registration statement for the purpose of effecting a business combination.


 


2.                                        REGISTRATION


 


2.1          Piggyback Registrations.


 


(a)   The Company shall notify the Shareholder in writing prior to the
filing of any registration statement under the Securities Act for purposes of a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding Special Registration Statements) and will afford the
Shareholder a reasonable opportunity to include in such registration statement
all or part of the Shares requested to be registered by the Shareholder.  If the Shareholder desires to include in any
such registration statement all or any part of the Shares held by it, the
Shareholder shall, within fifteen (15) days after receipt of the
above-described notice from the Company, so notify the Company in writing.  Such notice shall state the intended method
of disposition of the Shares requested to be registered by the
Shareholder.  If the Shareholder decides
not to include all of its Shares in any registration statement thereafter filed
by the Company, the Shareholder shall nevertheless continue to have the right
to include any Shares in any subsequent registration statement or registration
statements as may be filed by the Company with respect to offerings of its
securities, all upon the terms and


 





















 


conditions set forth herein.  Notwithstanding anything to the contrary
herein, the Shareholder shall not register and sell more than thirty-nine
percent (39%) of Shareholder’s Shares in the first 12-month period from the
date of this Agreement.  Thereafter, the
Shareholder shall not register and sell more than twenty-five percent (25%) of
Shareholder’s Shares during any subsequent 12-month period while this Agreement
is in effect.


 


(b)      If the
registration statement under which the Company gives notice under this Section 2.1
is for an underwritten offering, the Company shall so advise the
Shareholder.  In such event, the right of
the Shareholder to have its Shares included in a registration pursuant to this Section 2.1
shall be conditioned upon the Shareholder’s participation in such underwriting
and the inclusion of the Shareholder’s Shares in the underwriting to the extent
provided herein.  If the Shareholder
proposes to distribute its Shares through such underwriting, it shall accept
the terms of the underwriting as agreed upon between the Company and the
underwriter or underwriters selected for such underwriting by the Company.  Notwithstanding any other provision of this
Agreement, if the Company and its underwriter or underwriters determine in good
faith that marketing factors require a limitation of the number of shares to be
underwritten, the Company shall have the right to reduce the number of shares
proposed to be registered to a minimum of twenty-five percent (25%) on a pro rata basis. The number of shares that may
be included in the underwriting shall be allocated as follows: first, to the
Company; second, to the Shareholder if its seeks registration under this Section 2.1;
and third, to any shareholder of the Company (other than the Shareholder) on a pro rata basis, or in such other
proportions as mutually agreed to by such selling holders.


 


(c)      The
Company shall have the right to terminate or withdraw any registration
initiated by it under this Section 2.1 prior to the effectiveness of such
registration whether or not the Shareholder has elected to include securities
in such registration.  The Registration
Expenses of such withdrawn registration shall be borne by the Company in
accordance with Section 2.2 hereof.


 


2.2          Registration Expenses.  Except as specifically provided herein, all
Registration Expenses (exclusive of stock transfer taxes, underwriting
discounts and commissions) incurred in connection with any registration,
qualification or compliance pursuant to Section 2.1 herein shall be borne
by the Company.  All Selling Expenses
incurred in connection with any registrations hereunder shall be borne by the
Shareholder of the securities so registered pro
rata on the basis of the number of shares so registered.


 


2.3          Obligations of the Company.  Whenever required to effect
the registration of the Shares, the Company shall use all reasonable efforts
to:


 


(a)      Prepare
and file with the SEC a registration statement with respect to such Shares and
use all reasonable efforts to cause such registration statement to become
effective, and, upon the request of the Shareholder, keep such registration
statement effective for up to ninety (90) days or, if earlier, until the the
Shareholder has completed the distribution related thereto; provided, however,
that at any time, upon written notice to the Shareholder and for a period not
to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay
the filing or effectiveness of any registration statement or suspend the use or
effectiveness of any registration statement if the Company reasonably believes
that there is or


 





















 


may be in existence material nonpublic information or events involving
the Company, the failure of which to be disclosed in the prospectus included in
the registration statement could result in a Violation (as defined below).  In the event that the Company shall exercise
its right to delay or suspend the filing or effectiveness of a registration
hereunder, the applicable time period during which the registration statement
is to remain effective shall be extended by a period of time equal to the
duration of the Suspension Period.  The
Company may extend the Suspension Period for an additional consecutive sixty
(60) days with the consent of the holders of a majority of the shares
registered under the applicable registration statement, which consent shall not
be unreasonably withheld.  If so directed by the Company, the
Shareholder registering shares under such registration statement shall (i) not
offer to sell any Shares pursuant to the registration statement during the
period in which the delay or suspension is in effect after receiving notice of
such delay or suspension; and (ii) use its best efforts to deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies
then in the Shareholder’s possession, of the prospectus relating to such Shares
current at the time of receipt of such notice.


 


(b)      Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration
statement as may be necessary to comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement for the period set forth in subsection (a) above.


 


(c)      Furnish
to the Shareholder such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as it may reasonably request in order to
facilitate the disposition of Shares owned by it that are included in such
registration.


 


(d)      Use its
reasonable efforts to register and qualify the securities covered by such
registration statement under such other securities or blue sky laws of such
jurisdictions as shall be reasonably requested by the Shareholder; provided
that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, except for those
jurisdictions in which the Company is already qualified to do business or
subject to consent to service of process and except as may be required by the
Securities Act.


 


(e)      In the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter(s) of such offering.  The Shareholder shall also enter into and
perform its obligations under such an agreement.


 


(f)       Notify
the Shareholder, if covered by such registration statement, during the time
when a prospectus is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and at the request of the Shareholder promptly
prepare and furnish to the Shareholder and each underwriter, if any, a


 





















 


reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
the light of the circumstances under which they were made.


 


(g)      List
the Shares being registered on any national securities exchange (or the
National Association of Securities Dealers Automated Quotation System (NASDAQ))
on which a class of the Company’s equity securities is listed or qualify the
Shares being registered for inclusion on a national securities exchange (or
NASDAQ) of the Company’s choosing if the Company does not have a class of
equity securities listed on a national securities exchange.


 


(h)      Provide
a transfer agent and registrar for the securities being registered and a CUSIP
number, not later than the effective date of the registration statement.


 


(i)       Promptly
notify the Shareholder of any stop order issued or threatened in writing to be
issued by the SEC in connection therewith and take all reasonable actions
required to prevent the entry of such stop order or to remove it if entered.


 


(j)       Use the
Company’s reasonable efforts to obtain a “comfort letter” from its independent
public accountants, and legal opinions of counsel to the Company addressed to
the Shareholder, in customary form and covering such matters of the type
customarily covered by such letters.  The
Company shall furnish to counsel for the Shareholder a signed counterpart of
any such comfort letter or legal opinion. 
Delivery of any such opinion or comfort letter shall be subject to the
Shareholder furnishing such written representations or acknowledgments as are
customarily provided by selling shareholders who receive such comfort letters
or opinions, and an opinion of counsel for the selling shareholders addressed
to the Company and the underwriters in customary form and covering such matters
of the type customarily covered by such opinion letters.


 


(k)     Take
all other reasonable actions necessary to expedite and facilitate disposition
by the Shareholder of the Shares pursuant to the registration statement.


 


2.4          Delay of Registration; Furnishing
Information.


 


(a)      The
Shareholder shall not have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Section 2.


 


(b)      It
shall be a condition precedent to the Company’s obligations to take any action
pursuant to this Agreement that the Shareholder shall furnish to the Company
such information regarding it, the Shares held by it and the intended method of
disposition of such securities as shall be reasonably required to effect the
registration of its Shares and shall execute such documents in connection with
such registration as the Company may reasonably request.


 





















 


2.5          Termination of Registration Rights.  The registration rights granted under this Section 2
shall terminate as to the Shareholder three (3) years after the date of
the closing of the Company’s Initial Offering, or when, after the closing of
the Company’s Initial Offering, with respect to the Shareholder’s shares, all
of the Shareholder’s shares can be sold pursuant to Rule 144(k) of
the Securities Act.


 


2.6          Indemnification.  In the event any Shares are included in a
registration statement under Section 2.1:


 


(a)      To the
extent permitted by law, the Company will indemnify and hold harmless the
Shareholder, any underwriter (as defined in the Securities Act) for the
Shareholder and each person, if any, who controls the Shareholder or
underwriter within the meaning of the Securities Act or the Exchange Act
against any actual expenses (including legal fees and costs), losses, claims,
damages (including settlement amounts) or liabilities (joint or several)
(collectively, “Losses”)
to which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such Losses arise out of or are based
upon any of the following statements, omissions or violations (any of the
following, a “Violation”)
by the Company:  (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein, or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein, not misleading, or
(iii) any Violation or alleged Violation of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law in connection with the offering covered by such registration
statement.  The Company will reimburse
(as incurred) the Shareholder, underwriter or controlling person for any
Losses  reasonably incurred by them in
connection with investigating or defending any Violations; provided, however,
that the indemnity agreement contained in this Section 2.6(a) shall
not apply to amounts paid in settlement of any claims for Violations if such
settlement is made without the consent of the Company, which consent shall not
be unreasonably withheld, nor shall the Company be liable in any such case for
any Losses to the extent the same arise out of, or are based upon, a Violation
that results from written information furnished expressly for use in connection
with such registration by, or on behalf of, the Shareholder, underwriter or
controlling person.


 


(b)      To the
extent permitted by law, the Shareholder will indemnify and hold harmless the
Company and its officers, directors, agents and employees, each underwriter and
the Shareholder selling securities in such registration statement, and any
person who controls any of the foregoing within the meaning of the Securities
Act or the Exchange Act, against any Losses to which the Company or such
officer, director, agent, employee, or underwriter or other selling shareholder
or controlling person may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such Losses arise out of, or are
based upon, any Violation by the Shareholder, if and to the extent (and only to
the extent) that the statement or omission was made in reliance upon, and in
conformity with, written information furnished by, or on behalf of, the
Shareholder expressly for use in connection with such registration; and the
Shareholder will reimburse (as incurred) any Losses reasonably incurred by the
Company or its officers, directors, agents, employees, or underwriters or other
selling


 





















 


shareholders or controlling persons in connection with investigating or
defending any such Violations; provided, however, that (i) the indemnity
agreement contained in this Section 2.6(b) shall not apply to amounts
paid in settlement of any claims for Violations if such settlement is made
without the consent of the Shareholder, which consent shall not be unreasonably
withheld, and (ii) the obligations of the Shareholder shall be limited to
an amount equal to the net proceeds to the Shareholder from the sale of Shares
in the transaction giving rise to the Violation.


 


(c)      Promptly
after receipt of notice of the commencement of any action (including any
governmental action), an indemnified party will, if a claim is to be made
against any indemnifying party under this Section 2.6, deliver to the
indemnifying party a written notice of the commencement, and the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly notified,
to assume the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party shall have the right to
retain its own counsel, with the fees and expenses to be paid by the
indemnifying party if, in the opinion of counsel for the indemnifying party,
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by
such counsel in the proceeding.  The
failure to deliver written notice to the indemnifying party within a reasonable
period of time after notice of the commencement of any such action shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 2.6 only to the extent such failure is prejudicial to the
ability of the indemnifying party to defend such action, but the omission to
deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this Section 2.6.


 


(d)      If the
indemnification provided for in this Section 2.6 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to any Losses, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall to the extent permitted by applicable law contribute
to the amount paid or payable by such indemnified party as a result of such
Losses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the
other in connection with the Violations that resulted in such Losses; provided,
that in no event shall any contribution by the Shareholder under this Section 2.6(d) exceed
the net proceeds to the Shareholder from the sale of the Shares in the
transaction giving rise to the Violation, except in the case of willful fraud
by the Shareholder.  The relative fault
of the indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the Violation resulting in such
Losses relates to information supplied by the indemnifying party or by the
indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such Violation.


 


(e)      Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.


 





















 


(f)       The
obligations of the Company and the Shareholder under this Section 2.6
shall survive completion of any offering of Shares in a registration statement
and, with respect to liability arising from an offering to which this Section 2.6
would apply that is covered by a registration filed before termination of this
Agreement, such termination.  No
indemnifying party, in the defense of any such claim or litigation, shall,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.


 


2.7          Assignment of Registration Rights.  The rights to cause the Company to register
Shares pursuant to this Section 2 may be assigned by the Shareholder to a
transferee or assignee of Shares that (a) is a subsidiary, parent or
member of the Shareholder that is a corporation, partnership or limited
liability company, (b) is the Shareholder’s family member or trust for the
benefit of an individual Shareholder, or (c) is an entity affiliated by
common control (or other related entity) with such Shareholder; provided, however, (i) the
assignor or transferor shall, within ten (10) days after such transfer,
furnish to the Company written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned and (ii) such assignee or
transferee shall agree to be subject to all restrictions set forth in this
Agreement.


 


2.8          “Market
Stand-Off” Agreement.  The Shareholder hereby agrees that, if
requested by the Company or the representative of the underwriters of equity
securities of the Company, the Shareholder shall not sell, dispose of,
transfer, make any short sale of, grant any option for the purchase of, or
enter into any hedging or similar transaction with the same economic effect as
a sale, any equity securities of the Company held by the Shareholder (other
than those included for sale in the registration or acquired in the Initial
Offering or in the open market thereafter) for a period specified by the
representative of the underwriters of equity securities of the Company not to
exceed one hundred eighty (180) days (or such longer period as the underwriters
or the Company shall request in order to facilitate compliance with NASD Rule 2711
or NYSE Member Rule 472 or any successor or similar rule or
regulation) following the effective date of a registration statement of the
Company filed under the Securities Act provided that the same lock-up is agreed
to by all directors and officers of the Company and shareholders individually
owning more than one percent (1%) of the Company’s outstanding Common Stock.


 


2.9          Agreement
to Furnish Information.  The Shareholder agrees to execute and deliver
such other agreements as may be reasonably requested by the Company or the
underwriter that are consistent with the the Shareholder’s obligations under Section
2.8 or that are necessary to give further effect thereto.  In addition, if requested by the Company or
the representative of the underwriters of equity securities of the Company, the
Shareholder shall provide, within ten (10) days of such request, such information
as may be required by the Company or such representative in connection with the
completion of any public offering of the Company’s securities pursuant to a
registration statement filed under the Securities Act.  The obligations described in Section 2.8 and
this Section 2.9 shall not apply to a Special Registration Statement.  The Company may impose stop-transfer
instructions with respect to the shares of Common Stock (or other securities)
subject to the foregoing restriction until the end of said day period.  The Shareholder agrees that any transferee of
any Shrares shall be bound by


 





















 


Sections 2.8
and 2.9.  The
underwriters of the Company’s stock are intended third party beneficiaries of
Sections 2.8 and 2.9 and shall have the right, power and authority to enforce
the provisions hereof as though they were a party hereto.


 


2.10        Reports Under
Securities Acts.  With a view to
making available to the Shareholder the benefits of Rule 144 of the
Securities Act and any other rule or regulation that may at any time
permit the Shareholder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3 or Form S-3B,
the Company agrees to use commercially reasonable efforts to:


 


(a)      Make
and keep public information available, as those terms are understood and
defined in Rule 144 of the Securities Act, at all times after ninety (90)
days from the effective date of the first registration statement filed by the
Company for the offering of its securities to the general public;


 


(b)      Take
such action, including the voluntary registration of its Common Stock under Section 12
of the Exchange Act, as is necessary to enable the Shareholder to utilize Form S-3
or Form S-3B for the sale of the Shares, such action to be taken as soon
as practicable after the end of the fiscal year in which the first registration
statement filed by the Company for the offering of its securities to the
general public is declared effective;


 


(c)      File
with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and


 


(d)      Furnish
to the Shareholder, so long as the the Shareholder owns any Shares, promptly
upon written request (i) a written statement by the Company that it has
complied with the reporting requirements of the Exchange Act (at any time after
ninety (90) days from the date on which it becomes subject to such reporting
requirements), or that it qualifies as a registrant whose securities may be
resold pursuant to Form S-3 or Form S-3B (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested in availing the Shareholder of
any rule or regulation of the SEC that permits the selling of any such
securities without registration or pursuant to such Form S-3 or Form S-3B.


 


3.                                      MISCELLANEOUS.


 


3.1          Amendments and Waivers.  Any term of this Agreement may be amended and
the observance of any term may be waived (either generally or in a particular
instance and either retroactively or prospectively) only with the written
consent of the Company and the Shareholder.


 


3.2          Governing Law; Jurisdiction; Venue.  This Agreement shall be governed by and
construed under the laws of the State of Colorado without regard to principles
of conflict of laws.  The parties
irrevocably consent to the jurisdiction and venue of the state courts located
in Boulder County, Colorado and federal courts located in Denver, Colorado in
connection with any action relating to this Agreement.


 





















 


3.3          Successors and Assigns.
Except as otherwise expressly provided herein, the provisions hereof shall
inure to the benefit of, and be binding upon, the parties hereto and their
respective successors, assigns, heirs, executors, and administrators and shall
inure to the benefit of and be enforceable by each person who shall be a holder
of Shares from time to time; provided,
however, that prior to the receipt by the Company of adequate
written notice of the transfer of any Shares specifying the full name and
address of the transferee, the Company may deem and treat the person listed as
the holder of such shares in its records as the absolute owner and holder of such
shares for all purposes, including the payment of dividends or any redemption
price.


 


3.4          Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement, and the balance of this Agreement shall be
interpreted as if such provision was so excluded and shall be enforceable in
accordance with its terms.


 


3.5          Entire Agreement; Counterparts.  This Agreement constitutes the entire
agreement between the parties about its subject and supersedes all prior
agreements.  This Agreement may be
executed in two or more counterparts, which together shall constitute one
instrument.


 


3.6          Notices.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b) when sent by confirmed electronic mail or facsimile if received during
normal business hours of the recipient; if not, then on the next business day, (c) five (5) days
after deposit with the United States Post Office, by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) business
day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with verification of receipt.  All communications shall be sent to the party
to be notified at the address as such party may designate to the other parties
hereto.


 


3.7          Attorneys’ Fees.  In the event that any suit or action is
instituted to enforce any provision in this Agreement, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Agreement, including, without limitation, such reasonable fees
and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.


 


3.8          Aggregation.  All Shares held or acquired by affiliated
entities or persons or persons or entities under common management or control
shall be aggregated together for the purpose of determining the availability of
any rights under this Agreement.


 


3.9          Titles and Subtitles.  The titles of the sections
and subsections of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.


 


3.10        Pronouns.  All pronouns contained herein, and any
variations thereof, shall be deemed to refer to the
masculine, feminine or neutral, singular or plural, as to the identity of the
parties hereto may require.


 





















 


[Signature page follows.]


 

















 


IN WITNESS
WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date set forth in the first paragraph hereof.


 


 


	
  COMPANY:

  
	
   

  
	
  CROWDFUNDER, INC.

  
	
   

  
	
  By: 

  	
  /s/ MARK KRELOFF

  	
   

  
	
  Name: Mark Kreloff

  
	
  Title: Chairman/CEO

  
	
   

  
	
   

  
	
  SHAREHOLDER:

  
	
   

  
	
  GUBB,
  INC.

  
	
   

  
	
  By: 

  	
  /s/ JOE BERGERON

  	
   

  
	
  Name: Joe Bergeron

  
	
  Title: President

  



 


Signature Page to Registration Rights Agreement